Business Individual Document

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: with a principal place of business at and Individual Name: residing at .

RECITALS

WHEREAS, Company Name desires to obtain certain services from Individual in connection with the business activities described in this Agreement; and

WHEREAS, Individual represents that Individual possesses the professional experience and qualifications to perform the services described herein and is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidentiality and other matters as set forth below.

SCOPE OF WORK

Individual shall perform the services described in detail below. The parties agree that services performed outside the described scope will require a written amendment signed by both parties.

PAYMENT TERMS

Compensation: Company shall pay Individual a fee in the amount of (the "Fee") for performance of the services described above. Payment shall be made in accordance with the schedule set forth below.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Late fees are in addition to any other remedies available to the non-breaching party.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether in writing, orally or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except as necessary to perform its obligations under this Agreement and subject to obligations of confidentiality at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information which (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

Duration of Confidentiality: The obligations set forth in this section shall continue for a period of months following the termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or such other address as either party may specify in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Company may assign this Agreement in connection with the sale of all or substantially all of its assets or a merger.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral, relating to such subject matter. Any amendment or modification of this Agreement must be in writing and signed by both parties.

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